Listing Rules and Guidance: Contents
The HKEX Rules, Interpretation and Guidance are maintained by Thomson Reuters Governance, Risk and Compliance to organise the materials for greater accessibility. Hyperlinked cross references are now available in the HTML versions.
In the case of discrepancies between HTML and PDF versions of the HKEX Rules, Interpretation and Guidance, the PDF version prevails.
HKEx LISTING DECISION
HKEx-LD105-1 (September 2010)
Company A — a Main Board issuer, incorporated overseas
Company B — a company listed on a Mainland stock exchange
|Issue||Whether Company A's proposal was subject to Practice Note 15 and, if so, whether it was permissible under the Rules|
|Listing Rules||Main Board Rule 6.12, Paragraphs 2 and 3(c) of Practice Note 15|
|Decision||Practice Note 15 applied to Company A's proposal and the Exchange did not consider the proposal acceptable|
APPLICABLE LISTING RULES
the shareholders and holders of any other class of listed securities, if applicable, other than the directors (excluding independent non-executive directors), chief executive and controlling shareholders, are offered a reasonable cash alternative or other reasonable alternative.
... This Practice Note sets out the principles which the Exchange applies when considering spin-off applications. Issuers are reminded that they are required to submit their spin-off proposals to the Exchange for its approval. ...
The Listing Committee must be satisfied that, after the listing of Newco, the Parent would retain a sufficient level of operations and sufficient assets to support its separate listing status. In particular, it would not be acceptable to the Listing Committee that one business (Newco's) supported two listing statuses (the Parent's and Newco's). In other words, the Parent itself would be required to retain, in addition to its interest in Newco, sufficient assets and operations of its own, excluding its interest in Newco, to satisfy independently the requirements of Chapter 8 of the Exchange Listing Rules.